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EXHIBIT 10.30B
Xxxxxxxxxx Xxxx & Xxxx Incorporated
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
InfoCure Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Ladies and Gentlemen:
In order to induce Xxxxxxxxxx Xxxx & Xxxx Incorporated (the
"Representative") and InfoCure Corporation, a Delaware corporation, and any
successor thereof (the "Company"), to enter into an underwriting agreement with
respect to the initial public offering of shares of Common Stock issued by the
Company, I hereby agree that for a period of nine months following the date that
the public trading of the Company's Common Stock commences (the "Commencement
Date"), I will not offer to sell, transfer, assign, hypothecate, pledge or
otherwise dispose of any beneficial interest in (either pursuant to Rule 144 of
the regulations under the Securities Act of 1933, as amended, or otherwise) any
securities issued by the Company, including without limitation any options,
warrants or other securities convertible into or exercisable or exchangeable for
shares of Common Stock of the Company ("Securities"), registered in my name or
beneficially owned by me without the prior written consent of the
Representative. Notwithstanding the foregoing, after the Commencement Date, I
may margin shares of Common Stock of the Company beneficially owned by me
provided any such shares are maintained in a brokerage account introduced by the
Representative and maintained at Bear Xxxxxxx Companies, Inc.
As a further inducement for the Representative to enter into the
underwriting agreement, I hereby grant the Representative for a period of five
years from the Commencement Date a preferential right in order that any such
sales shall be made to or through the Representative at brokerage commissions
customary for transactions similar in size and nature, provided, however, that
nothing herein shall prevent me from effectuating such sales in the event
Representative elects not to exercise such preferential right within two
business days after receipt of a written notice of the proposed sale.
In order to enable you to enforce the aforesaid covenants, I hereby
consent to the placing of legends and stop-transfer orders with the transfer
agent of the Company's securities with respect to any of the Securities
registered in my name or beneficially owned by me.
This Agreement shall be binding on the undersigned and his, her or its
respective successors heirs, personal representatives and assigns upon the
Commencement Date.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of law
principles.
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Signature
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Print Name
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Print Social Security Number or
Taxpayer I.D. Number